Stock Market & Financial Investment News

Biglari says ISS recommends shareholders reject Groveland Capital's nomineesBiglari Holdings issued the following statement regarding the company’s 2015 Annual Meeting of Shareholders, to be held April 9. A small hedge fund, Groveland Capital, which has disclosed a diminutive ownership stake in the company of approximately 0.167%, is attempting to replace the entire Board of Directors of Biglari Holdings with a slate of nominees that the company believes is wholly unqualified. On March 26, independent proxy voting advisory firm ISS released a report echoing these concerns and recommending that Biglari Holdings’ shareholders vote on the company’s BLUE proxy card and affirmatively reject Groveland Capital’s attempt to gain control of the Biglari Holdings Board of Directors. The full text of the statement is as follows: "With our 2015 Annual Meeting fast approaching, we are writing again to urge you to protect your investment in the company by casting your vote FOR Biglari Holdings’ six nominees for director. As we have cautioned you previously, it is our certain conviction that the nominees put forth by Groveland Capital — a small hedge fund hoping to take over your $1B company with only a $1M investment — are wholly unfit, unqualified and unprepared to run Biglari Holdings. But don’t just take our word for it. Recently, ISS, an independent proxy voting advisory firm, issued a report that reinforces many of our deep concerns about Groveland and recommended shareholders affirmatively reject the Groveland slate."

Groveland Group comments on ISS recommendation on BiglariGroveland Capital commented on a report issued by ISS, a proxy advisory firm, recommending that shareholders of Biglari Holdings WITHHOLD votes from the entire board of directors of Biglari Holdings and that change is warranted at the company. In issuing its recommendation, ISS noted, "In highlighting the repeated failures of governance by the incumbent board, the dissidents have made a compelling case -- as the voting results from last year's annual meeting suggest other shareholders have already concluded -- that change is warranted." Nick Swenson, Principal and Founder of Groveland Capital, stated: "We strongly agree with ISS's assessment that BH shareholders are frustrated and that corporate governance reform at Biglari Holdings is warranted. We believe ISS has a paradigm for majority board change. While the Groveland Group's slate didn't fulfill all of their requirements, we understand and respect this institutional imperative. At the same time, we believe shareholders bear real and immediate costs if they do not vote for reform NOW by voting FOR each of our highly qualified nominees on the WHITE proxy card."

Groveland urges Biglari holders to back slate of six director nomineesGroveland Capital announced it has filed a letter with the SEC, responding to the Biglari Holdings incumbent board of director's shareholder letter dated March 12. Groveland Group stated: "Biglari Holding's [board's letter]...is designed to distract you from material issues facing shareholders in the upcoming vote to elect directors. We are not surprised by such tactics, but we are still disappointed. We believe Mr. Biglari understands that shareholders of Biglari Holdings are not happy with his outsized compensation, his use of company assets to buy shares of the company over which he has sole voting control, and poor corporate governance that, among other things, allows continued conflicts of interest that benefit Mr. Biglari. We believe shareholders want a reform of the BH board." The Groveland Group's six Biglari board nominees include: Nicholas Swenson, James Stryker, Thomas Lujan, Stephen Lombardo, III, Ryan Buckley and Seth Barkett.